The Board of Directors of your Company are pleased to present the 32nd Annual Report on the business operations and state of affairs of your Company along with the audited financial statements for the financial year ended 31st March, 2026.

1. STATE OF COMPANY'S AFFAIRS AND FINANCIAL PERFORMANCE:1.1 FINANCIAL HIGHLIGHTS AND SUMMARY OF FINANCIAL STATEMENT

The financial statements of the Company for the financial year ended March 31, 2026, have been prepared in accordance with the Indian Accounting Standards (Ind-AS) as notified by the Ministry of Corporate Affairs and as amended from time to time.

The performance highlights and summarized financial results of the Company are given below:

1.2 OPERATIONS AND STATE OF COMPANY’S AFFAIRS

The Company is a Non-Banking Financial Company (NBFC) registered with the Reserve Bank of India as a Non-Systemically Important Non-Deposit Taking NBFC under Section 45-IA of the Reserve Bank of India Act, 1934, and is primarily engaged in providing financial services.

During the financial year 2025-26, the Company recorded a total income of Rs.523.99 Lakhs as compared to Rs.292.92 Lakhs in the previous financial year, representing a growth of78.89%.

The Company earned a Profit After Tax (PAT) of Rs.197.46 Lakhs during the year under review as against Rs.16.87 Lakhs in the previous year, registering a significant growth of 1,070.48%. The improved financial performance reflects better operational efficiency, effective deployment of funds, and prudent financial management.

The Board is pleased with the Company's performance during the year and remains confident of sustaining its growth momentum in the coming years.

1.3 FUTURE OUTLOOK

The Company remains optimistic about its future growth prospects, supported by its established presence in the financial services sector, prudent lending practices, and customer-centric approach. Going forward, the Company intends to focus on the following

strategic priorities:

• Expansion of Geographic Presence: Strengthening its presence in existing markets while exploring opportunities in new geographical regions.

• Digital Transformation: Leveraging technology to enhance customer experience, streamline business processes, and improve operational efficiency.

• Product Diversification: Introducing innovative financial products and services to address the evolving requirements of customers and strengthen the Company's competitive position.

The Board believes that these initiatives will contribute to sustainable growth and long-term value creation for all stakeholders.

2. RBI NORMS

The Company is registered with the Reserve Bank of India as a Non-Systemically Important Non-Deposit Taking Non-Banking Financial Company (NBFC). During the year under review, the Company continued to comply with all applicable regulatory requirements and prudential norms prescribed by the Reserve Bank of India, including those relating to capital adequacy, leverage ratio, asset classification, provisioning requirements, and other applicable regulatory guidelines.

As on March 31, 2026, the Company has made a provision of Rs. 67.93 Lakhs towards Non-Performing Assets (Sub-standard Assets) in accordance with the applicable RBI prudential norms.

The Statutory Auditors have issued the requisite certificate confirming compliance with the prudential norms applicable to NBFCs, which forms part of the Audit Report.

2.1 KNOW YOUR CUSTOMERAND ANTI MONEY LAUNDERING MEASURE POLICY:

The Board of Directors has approved the Company's Know Your Customer (KYC) and Anti-Money Laundering (AML) Policy in accordance with the guidelines issued by the Reserve Bank of India and the applicable provisions of the Prevention of Money Laundering Act, 2002.

The Company has established appropriate systems and procedures to ensure compliance with the KYC and AML framework, including customer due diligence, ongoing monitoring of transactions, and reporting of prescribed transactions to the appropriate regulatory authorities, wherever applicable.

During the financial year under review, no suspicious transactions requiring reporting were identified.

2.2 FAIR PRACTICE CODE:

The Company has adopted a Fair Practices Code (FPC) in accordance with the guidelines prescribed by the Reserve Bank of India. The Code lays down principles governing transparent and fair dealings with customers, including fair lending practices, customer grievance redressal, and ethical conduct by employees.

The Company and its employees have complied with the provisions of the Fair Practices Code throughout the financial year.

2.3 SCALE BASED REGULATIONS:

The Reserve Bank of India, vide its Circular dated October 22, 2021, introduced the "Scale Based Regulation (SBR): A Revised Regulatory Framework for NBFCs." Under the SBR Framework, NBFCs are classified into four layers based on their size, activity, and perceived risk, namely:

• NBFC - Base Layer (NBFC-BL)

• NBFC - Middle Layer (NBFC-ML)

• NBFC -Upper Layer (NBFC-UL)

• NBFC - Top Layer (NBFC-TL)

The Company has been classified as an NBFC - Base Layer (NBFC-BL) under the said framework and continues to comply with the regulatory requirements applicable to entities falling within this category.

3. ANNUAL RETURN:

Pursuant to the provisions of Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return of the Company as on March 31, 2026, in the prescribed form, is available on the website of the Company at

https://www.viiifinance.com/Admin/finance/VIJI%20MGT-7%2025-26%20.pdf

4. SHARE CAPITAL

The paid-up Equity Share Capital of the Company as on March 31, 2026, stood at Rs. 14.25 Crores, comprising 14,25,00,000 Equity Shares of Re. 1/- each.

During the financial year under review, the Company did not issue any equity shares with differential voting rights, nor did it grant any stock options or issue any sweat equity shares. As on March 31, 2026, none of the Directors of the Company held any instruments convertible into equity shares ofthe Company.

During the financial year under review, the Members of the Company, at the 31st Annual General Meeting held on December 31, 2025, approved the increase in the Authorized Share Capital of the Company from Rs. 18,00,00,000/- (Rupees Eighteen Crore Only), divided into 18,00,00,000 Equity Shares of Re. 1/- each, to Rs. 30,00,00,000/- (Rupees Thirty Crore Only), divided into

30.00. 00.000 Equity Shares of Re. 1/- each, by creating an additional 12,00,00,000 Equity Shares of Re. 1/- each.

4.1 PREFERENTIAL ISSUE OF CONVERTIBLE WARRANTS

The Board of Directors approved the issuance of up to 12,75,00,000 convertible warrants on a preferential basis to identified Non-Promoter/Public Investors at an issue price of Rs.2.80 per warrant, aggregating up to Rs. 35.70 crore, subject to shareholders' approval, stock exchange in-principle approvals, and other applicable statutory/regulatory approvals. The Board also approved convening an Extra-Ordinary General Meeting (EGM) on 23rd April 2026 at 11:30 A.M. (IST) through Video Conferencing (VC)/Other Audio-Visual Means (OAVM) to seek shareholders' approval for the preferential issue and related matters.

Subsequent to the close of the financial year, the Preferential Allotment Committee of the Board of Directors, at its meeting held on June 16, 2026, allotted 8,85,00,000 Convertible Warrants on a preferential basis to certain Non-Promoter Investors at an issue price ofRs. 2.80 per warrant, aggregating to Rs. 24.78 Crores.

Each warrant is convertible into or exchangeable for one fully paid-up Equity Share of face value of Re. 1/- each within a period of 18 months from the date of allotment, in accordance with the applicable provisions ofthe Companies Act, 2013 and the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended.

In accordance with the applicable provisions, the Company received 25% of the issue price, amounting to Rs. 6.19 Crores, as upfront subscription money at the time of allotment. The balance 75% ofthe issue price is payable by the warrant holders at the time of exercising the conversion option.

The preferential issue was undertaken pursuant to the approval of the Members obtained at the Extraordinary General Meeting held on April 23,2026, and the in-principle approvals received from the Stock Exchanges.

4.2 CONVERSION OF WARRANTS INTO EQUITY SHARES

Subsequent to the allotment of warrants, the Preferential Allotment Committee of the Board of Directors, at its meeting held on June 29, 2026, approved the allotment of3,04,00,000 fully paid-up Equity Shares of face value of Re. 1/- each pursuant to the conversion of an equivalent number of Convertible Warrants.

The aforesaid Equity Shares were allotted at an issue price of Rs. 2.80 per share (including a securities premium of Rs. 1.80 per share) to 9 (Nine) warrant holders belonging to the Non-Promoter Category upon receipt of the balance 75% of the issue price, being Rs. 2.10 per warrant, aggregating to Rs. 6,38,40,000/-, in accordance with the terms and conditions governing the warrant subscription and the exercise of conversion rights.

Consequent to the aforesaid allotment, the issued, subscribed and paid-up Equity Share Capital ofthe Company increased from Rs.

14.25.00. 000/-, comprising 14,25,00,000 Equity Shares of Re. 1/- each, to Rs. 17,29,00,000/-, comprising 17,29,00,000 fully paid-up Equity Shares of Re. 1/- each.

Further, 5,81,00,000 Convertible Warrants held by the warrant holders continue to remain outstanding as on the date of this Report. These warrants shall be eligible for conversion into an equivalent number of fully paid-up Equity Shares of face value of Re. 1/-each, upon receipt of the balance subscription amount and exercise of the conversion option by the respective warrant holders within the prescribed period of 18 months from the date of allotment, in accordance with the terms and conditions of the issue and the applicable provisions of the Companies Act, 2013 and the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended.

4.3 UTILIZATION OF PROCEEDS FROM RIGHTS ISSUE AND PREFERENTIAL ISSUE

During the financial year ended March 31, 2025, the Company raised Rs. 900.00 Lakhs through the Rights Issue in accordance with the objects stated in the Letter of Offer dated May 9, 2024. The entire proceeds of the Rights Issue have been fully utilized for the purposes and objects for which the funds were raised, as disclosed in the Letter of Offer. Accordingly, there has been no deviation or variation in the utilization ofthe issue of proceed from right issue.

Subsequent to the close of the financial year ended March 31,2026, the Company raised ^1,467.90 lakh through a preferential issue of equity shares upon conversion of warrants. A portion of the proceeds has been utilized towards the objects of the issue, and the balance unutilized amount shall be deployed for the approved objects in due course. There has been no deviation or variation in the utilization ofthe issue proceeds from the objects for which the funds were raised.

5. NUMBER OF MEETINGS OF THE BOARD, ITS COMMITTEES & GENERAL MEETINGS.

The Board met Nine (9) times during the FY 2025-26 the details of which are given in the Corporate Governance Report forming part of the Annual Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations").

Information on the Audit Committee, Nomination and Remuneration Committee (“NRC”), Stakeholders Relationship Committee and meetings of those Committees held during the year are given in the Corporate Governance Report.

Further, 31st Annual General Meeting of the Company for financial year 2024-25 was held on 31st December, 2025 and no Extra Ordinary General Meeting ofthe Company was held during the financial year 2025-26.

6. DIVIDEND

With a view to supporting the Company's future growth and business expansion, and considering the prevailing uncertain economic environment, your Directors consider it prudent to conserve the Company's resources. Accordingly, they do not recommend any dividend for the financial year ended March 31, 2026.

6.1 AMOUNT TRANSFERRED TO INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to the applicable provisions of the Companies Act, 2013, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended ("IEPF Rules"), all unpaid or unclaimed dividends are required to be transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government upon completion of seven years from the date of their transfer to the Company's Unclaimed Dividend Account.

Accordingly, during the financial year 2025-26, unpaid/unclaimed dividend amounting to Rs. 0.33 lakh relating to the financial year 2017-18 was transferred to the Investor Education and Protection Fund.

Further, in accordance with the IEPF Rules, shares in respect of which dividend has remained unpaid or unclaimed for seven consecutive years or more are also required to be transferred to the demat account of the IEPF Authority. Accordingly, after the close of the financial year 2025-26, the Company transferred 2,66,963 equity shares pertaining to 108 folios to the designated demat account of the IEPF Authority, as the dividend on these shares relating to the financial year 2017-18 had remained unpaid or unclaimed for seven consecutive years or more.

Further, 13434 shares belong to six shareholders could not be transferred to IEPF authority as the respective shareholder accounts/shares were frozen pursuant to regulatory actions. Since the freezing of such shares by the regulatory authorities is beyond the control of the Company, the transfer of those shares to the IEPF Authority could not be completed within the prescribed timeline. The Company has transferred the eligible shares wherever the transfer process could be completed successfully and is taking necessary steps to transfer the remaining eligible shares.

6.2 DETAILS OF NODAL OFFICER:

The details of Nodal Officer appointed by the Company pursuant to the provision of IEPF Rules are available on the website of the Company at https://www.vijifinance.com/Share-Holder.php

7. AMOUNTS TRANSFERRED TO RESERVES

Being a Non-Banking Finance Company, 20% of the profit i.e. Rs. 39.49 Lakhs has been transferred to statutory reserve of the Company.

8. DEPOSITS

The Company has not accepted any deposits, within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

8.1 THE DETAILS OF DEPOSITS WHICH ARE NOT IN COMPLIANCE WITH THE REQUIREMENTS OF CHAPTER V OFTHEACT

Being a Non-Banking Finance Company, the disclosures required as per Rule 8(5)(v) and (vi) of the Companies (Accounts) Rules, 2014 read with Sections 73 and 74 ofthe Companies Act, 2013 are not applicable to the Company.

8.2 UNSECURED LOAN FROM DIRECTOR:

Pursuant to Section 2(31) of the Companies Act, 2013 read with Rule 2(1)(C)(viii) of Companies (Acceptance of Deposits) Rules, 2014, (including any statutory modification or re-enactment thereof for the time being in force), the details of unsecured loan received from directors are given below:

9. SUBSIDIARY COMPANIES, JOINT VENTURE OR ASSOCIATE COMPANIES

The Company does not have any subsidiary company or associate company or any joint venture or Holding company.

10. DETAILS OF BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Company has a professional Board with an optimum combination of executive and non-executive directors who bring to the table the right mix of knowledge, skills and expertise. The Board provides strategic guidance and direction to the Company in achieving its business objectives and protecting the interest of stakeholders. The composition of the Board of Directors of the Company is in accordance with the provisions of Section 149 of the Companies Act, 2013 and Regulation 17 of the SEBI Listing Regulations.

a) Directors liable to retire by rotation seeking re-appointment

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company’s Articles of Association, Mr. Ashish Verma (DIN: 07665222), retires by rotation at the ensuing 32nd Annual General Meeting of the Company and being eligible offers himself for re-appointment. The Board recommends his re-appointment for the consideration of the Members ofthe Company at the ensuing Annual General Meeting.

b) Change in Directors

During the financial year 2025-26, following changes were made in the Board:

• On the basis of recommendation of Nomination and Remuneration Committee the Board of Directors in their meeting held on 08th September, 2025 approved, subject to approval ofmembers in 31st Annual General Meeting, the appointment of : -

i. Mr. Nikhilkumar Ramaniklal Sanghvi (DIN: 11220684) as an Additional Director under the category of Non-Executive Non-Independent Director ofthe Company w.e.f. 08th September, 2025.

ii. CA Anchit Garg (DIN: 10759438) as an Additional Director under the category of Independent Non-Executive Director of the Company w.e.f. 08th September, 2025.

However, office of CA Anchit Garg (DIN: 10759438) Independent Director and Mr. Nikhilkumar Ramaniklal Sanghvi (DIN: 11220684) Non-Executive Director of the company ceased with effect from 08th December, 2025 due to non-receipt of shareholders’ approval within the stipulated timeline prescribed under Regulation 17(1C) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

• On the recommendation of Nomination and Remuneration Committee, the Board of Directors in their Meeting held on 8th December, 2025 approved the appointment of Mr. Ashish Verma (DIN: 07665222) as an Additional Director in the category of Professional Non-Executive Non-Independent Director of the Company w.e.f. 8th December, 2025. Subsequently, his appointment as a Non-Executive Non-Independent Director was regularized by the Members through an Ordinary Resolution passed at the 31st Annual General Meeting held on December 31,2025.

During the financial year 2025-26 the following directors resigned from the directorship of the company:

i. Mr. Rajendra Sahay Shrivastava (DIN: 00021576) resigned as the Independent Director of the Company, with effect from the closure of business hours on 08th September, 2025. Consequently, he also ceased to be a member of the Audit Committee, Stakeholders Relationship Committee and Nomination and Remuneration Committee ofthe company.

ii. Mr. Aryaman Kothari (DIN: 09324877) resigned as the Non-Executive Non-Independent Director of the Company, with effect from the closure of business hours on 03rd November, 2025.

iii. Mr. Nitesh Gupta (DIN: 09248507) resigned as Whole-Time Director & Key Managerial Personnel of the company, with effect from the closure of business hours on 08th December, 2025.

The Board places on record its sincere appreciation for the valuable contributions and guidance extended by the outgoing Directors and wishes them success in their future endeavors.

Further during the current Financial Year 2026-27 following changes were made in the composition of Board of Directors of the Company:

Based on the recommendation of Nomination and Remuneration Committee of the Company, the Board of Directors at its meeting held on 24th June, 2026, approved the appointment of Mrs. Sejal Riddhesh Shah (DIN: 11269204) as an Additional Director in the category of “Non-Executive Non-Independent Director” ofthe Company w.e.f. 24th June, 2026 subject to approval of shareholders ofthe Company. Subsequently tendered her resignation from office of director w.e.f. the close ofbusiness hours of 14th July, 2026.

• Based on the recommendation of Nomination and Remuneration Committee, the Board of Directors in its Meeting held on 24th June, 2026 approved appointment of Mr. Prakash Muksiya (DIN: 11786103) as Additional Director under the category of Non-Executive Independent Directors w.e.f. 24th June, 2026, pursuant to provisions of Section 161(1) of the Companies Act, 2013. He shall hold office up to the date of the ensuing Annual General Meeting or for a period of three months from the date of his appointment, whichever is earlier. The Company has received a notice in writing under Section 160 of the Companies Act, 2013 from a member proposing his candidature for appointment as a Non-Executive Independent Director. The Board has recommended his appointment as a Non-Executive Independent Director, not liable to retire by rotation, for a term of five (5) consecutive years commencing from 24 June 2026 and ending on 23 June 2031 (both days inclusive), subject to the approval ofthe shareholders.

• Based on the recommendation of Nomination and Remuneration Committee Board of Directors at its meeting held on 14th July, 2026 approved and recommended appointment of Mr. Aryaman Kothari (DIN: 09324877), as an Additional Director in the category of “Promoter Non-Executive Director” on the Board of Directors of the Company with effect from 14th July, 2026, pursuant to Section 161(1) of the Companies Act, 2013. He shall hold office up to the date of the ensuing Annual General Meeting ofthe Company, and his appointment as a Director is subject to the approval ofthe shareholders.

c) Key Managerial Personnel

As on 14th July, 2026 the following have been designated as the Key Managerial Personnel of the Company pursuant to Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time:

1. Mr. Vijay Kothari (DIN: 00172878), Chairman & Managing Director;

2. Mr. Aryaman Kothari (DIN: 09324877), Whole Time Director (w.e.f. 14/07/2026)

3. Mr. Siddhant Sharma, Chief Financial officer

4. Ms. Stuti Sinha, Company Secretary and Compliance officer

d) Change in the Key Managerial Personnel

During the financial year 2025-26, Mr. Nitesh Gupta (DIN: 09248507) resigned from the Whole-Time Director & Key Managerial Personnel ofthe company, with effect from the closure ofbusiness hours on 08th December, 2025.

However, during the current financial year 2026-27, on recommendation of Nomination and remuneration Committee,

Board of Directors of the Company in their meeting held on 14th July, 2026 considered and approved appointment of Mr. Aryaman Kothari (DIN: 09324877) as Whole Time Director of the Company for period of three years w.e.f. 14th July, 2026 to 13 th July, 2029, subject to approval of the members of the company in forthcoming Annual General Meeting or any other appropriate authority, if any

e) Disqualification of Directors

During the year declarations were received from the Directors of the Company pursuant to Section 164 of the Companies Act, 2013. Board apprised the same and found that none of the directors are disqualified for holding office as director.

11. DECLARATION BY INDEPENDENT DIRECTOR

The Company has received declaration of independence from all the Independent Directors, as required under Section 149(7) of the Companies Act, 2013, confirming that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 [‘the SEBI (LODR) Regulations, 2015’] as amended from time to time.

Further in terms of Regulation 25(8) of the SEBI (LODR) Regulations, 2015, the Independent Directors have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence and that they are independent of the Management. The Board of Directors of the Company have taken on record the declaration and confirmation submitted by the Independent Directors after undertaking due assessment of the veracity of the same.

The Board is of the opinion that the Independent Directors of the Company hold highest standards of integrity and possess requisite expertise and experience required to fulfill their duties as Independent Directors.

In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by The Indian Institute of Corporate Affairs, Manesar (“IICA”). The Independent Directors are also required to undertake online proficiency self-assessment test conducted by the IICA within a period of 2 (two) years from the date of inclusion of their names in the data bank, unless they meet the criteria specified for exemption. All Independent Directors of the Company have already cleared/exempted an online proficiency self-assessment test conducted by IICA.

12. DIRECTOR’S RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of your Company, to the best of their knowledge, belief and ability and explanations obtained by them, confirm that: -

i. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that year;

iii. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The Directors had prepared the annual accounts on a going concern basis;

v. The Directors had laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

vi. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Based on the framework and testing of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external agencies, including audit of internal financial controls over financial reporting by the Statutory Auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company’s internal financial controls were

adequate and effective during the financial year 2025-26.

13. DETAILS OF FAMILIARISATION PROGRAMMES IMPARTED TO INDEPENDENT DIRECTORS:

Pursuant to Regulation 25(7) of the SEBI (LODR) Regulations, 2015, the Company conducts familiarization programme for its directors from time to time. The familiarization programme ensures that the non-executive directors are updated on the business and regulatory environment and the overall operations of the Company. This enables the non-executive directors to make better informed decisions in the interest of the Company and its stakeholders.

The details of the familiarization program of the independent directors are available on the website of the Company at the web link: https://www.viiifinance.com/Admin/pdf/FamiliarisationProgrammes%202025-26.pdf

14. MEETING OF INDEPENDENT DIRECTORS:

The Independent Directors met once during the year as on 24th March 2026. The Meeting was conducted in an informal manner without the presence of the Chairman, Managing Director, Non-Executive Non-Independent Directors and the Chief Financial Officer.

15. COMMITTEES OF THE BOARD OF DIRECTORS:

The Company has various committees which have been constituted as a part of the good corporate governance practices and the same are in compliance with the requirements of the relevant provisions of applicable laws and statutes.

The details of Committees of the Board are given below:

(i) Audit Committee

(ii) Nomination and Remuneration Committee

(iii) Stakeholders Relationship Committee

(iv) Finance Committee

(v) Preferential allotment Committee

The details with respect to the composition, powers, roles, terms of reference, meetings held and attendance of the Directors at such Meetings of the relevant Committees are given in detail in the Report on Corporate Governance of the Company which forms part ofthis Annual Report.

16. STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE BOARD OF ITS OWN PERFORMANCE, ITS DIRECTORS, AND THAT OF ITS COMMITTEES

Pursuant to Section 134(3)(p) of the Companies Act, 2013 and SEBI Listing Regulations, the Board of Directors have carried out an annual performance evaluation of its own performance, its Committees, the Directors individually including Independent Directors (where in the concerned Director being evaluated did not participate) based on the criteria and framework adopted by the Board. The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Individual Directors, the Board as a whole and its Committees with the Company. The Board approved the evaluation results as collated by Nomination and Remuneration Committee (“NRC”).

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017. The Board considered and discussed the inputs received from the Directors. Also, the Independent Directors at their meeting held on 24th March 2026 reviewed the following:

• Performance ofNon-Independent Directors and the Board and the Committee as a whole;

• Performance of the Chairperson of the Company, taken into account the views of executive directors and non-executive directors;

• Assessed the quality, quantity and timeliness of flow of information between the Company’s management and the Board, which is necessary for the Board to effectively and reasonably perform their duties.

The Independent Directors has also expressed their satisfaction with overall functioning and implementations of their suggestions.

Performance evaluation criteria for Independent Directors

The performance evaluation criteria for independent directors are determined by the Nomination and Remuneration Committee. An indicative list of factors that may be evaluated include participation and contribution by a director, commitment, effective deployment of knowledge and expertise, effective management of relationship with stakeholders, integrity and maintenance of confidentiality and independence of behavior and judgments.

Statement with regard to integrity, expertise and experience of the Independent Director appointed during the year

During the year under review, the Board have appointed Independent Directors in the Company. Further, in the opinion of the Board, all our Independent Directors possess requisite qualifications, experience, expertise and hold high standards of integrity for the purpose of Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014. List of key skills, expertise and core competencies of the Board, including the Independent Directors, is provided in Corporate Governance Report.

17. PARTICULARS OF LOANS, INVESTMENTS OR GUARANTEE BY COMPANY UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The Company is registered as a Non-Banking Financial Company (NBFC). Pursuant to the provisions of Section 186(11) of the Companies Act, 2013, the requirements of Section 186 relating to loans, guarantees, securities and investments do not apply to an NBFC in respect of transactions undertaken in the ordinary course of its business. Accordingly, the disclosure requirements prescribed under Section 186 of the Act are not applicable to the Company.

During the financial year under review, the Company made investments in equity shares in the ordinary course of its business. These include the acquisition of 9,94,041 equity shares of Narmada Macplast Drip Irrigation Sys Ltd, having a closing carrying value of Rs.189.78 lakh as at 31 March 2026, and an investment in the equity shares of Soni Soya Products Limited, having a closing carrying value of Rs.5.02 lakh as at 31 March 2026. Further Trading of Soni Soya Product Ltd is suspended therefore shares are valued at same value as of Previous Year.

The aforesaid investments were made in the ordinary course of the Company's business and are in accordance with the applicable provisions of the Companies Act, 2013 and other applicable laws.

18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Your Company has formulated the Policy on Related Party Transactions in line with the requirements of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018. The policy regulates all transactions between the Company and its related parties which is also available on the Company’s website https://www.viiifinance.com/Admin/pdf/related%20partv%20policv Viji 15.01.2025.pdf

The Policy intends to ensure that proper reporting; approval and disclosure processes are in place for all transactions between the Company and Related Parties.

All Related Party Transactions are subjected to independent review by an Audit Committee to establish compliance with the requirements of Related Party Transactions under the Companies Act, 2013 and SEBI Listing Regulations. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and on an arm’s length basis.

All Related Party Transactions entered during the year were in Ordinary Course of the Business and at Arm’s Length basis. The Material Related Party Transactions, i.e. transactions exceeding 10% of the annual consolidated turnover as per the last audited financial statement, which were entered during the year by your Company, are given separately in notes to the financial statements. Further, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, in Form AOC-2 is set out as Annexure-A and form part ofthis report.

Details of related party transactions entered into by the Company, in terms of Ind AS-24 have been disclosed in the notes to the financial statements forming part of this Report & Annual Accounts 2025-26.

19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year, Company was not engaged in manufacturing activities, therefore, particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgoing are not applicable.

(A) Conservation of Energy:

(i) The steps taken or impact on conservation of energy:

The operations of your Company are not energy intensive. However, adequate measures have been initiated to reduce energy consumption.

(ii) The steps taken by the company for utilizing alternate sources of energy: NIL

(iii) The capital investment on energy conservation equipment’s: Not Applicable

(B) Technology Absorption:

(i) The efforts made towards technology absorption: Not Applicable

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution: No specific activity has been done by the Company.

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the Financial Year): The Company has neither purchased within India nor imported any technology.

(iv) The expenditure incurred on Research and Development: Company has not incurred any expenditure on Research and Development during the year under review.

(C) Foreign Exchange Earnings and Outgo:

During the year, there was neither inflow nor outflow of foreign exchange.

20. STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS.

The Company has adequate Internal Controls Systems and the same are reviewed regularly. Beside there are documented policies and procedures to support the system, so that all the applicable rules and regulations are complied with; that all transactions are authorized, recorded and reported correctly and adequately and that all the assets of the Company are safeguarded and there is no unauthorized use thereof. The Audit Committee reviews reports presented by the internal auditors on a routine basis. Further, the Audit Committee maintains constant dialogue with statutory and internal auditors to ensure that internal control systems are operating effectively.

The Company’s internal control system is commensurate with its size, scale and complexities of its operations. Such controls have been assessed during the year under review taking into consideration the essential components of internal controls stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by The Institute of Chartered Accountants of India.

However, your Company recognizes that Internal Financial Controls cannot provide absolute assurance of achieving financial, operational and compliance reporting objectives because of its inherent limitations. Accordingly, regular audits and review processes ensure that such systems are reinforced on an ongoing basis.

21. CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the financial year, your Company did not meet criteria laid down under the provisions of Section 135(1) of the Companies Act, 2013 read with companies (Corporate Social Responsibility Policy) Rules, 2014 and accordingly the provisions Corporate Social Responsibility are not applicable to the Company.

22. REMUNERATION POLICY/DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES:

In accordance with Section 178 and other applicable provisions if any, of the Companies Act, 2013 read with the Rules issued there under and the SEBI Listing Regulations, your Company has a well-structured Nomination and Remuneration Policy in place which laid down the criteria for determining qualifications, competencies, positive attributes, independence for appointment of Directors and remuneration of Directors, KMP and other employees.

Details on the Remuneration Policy are available on the Company’s website at web-link: https://www.viiifinance.com/Admin/pdf/Nomination-Remuneation-policv.pdf

The Board of Directors affirms that the remuneration paid to Directors, senior management and other employees is in accordance with the remuneration policy of the Company.

The Disclosure required under Section 197(12) of the Companies Act, 2013 read with the Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended up to date, is annexed as Annexure-B and forms an integral part ofthe Board Report.

During the year under review, none of the employee of the Company is drawing remuneration more than INR 1,02,00,000/- per annum or INR 8,50,000/- per month for the part of the year. Therefore, details of top ten employees in terms of the receipt of remuneration as prescribed under rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, containing details prescribed under rule 5(3) of the said rules, will be made available to any member on request, as per provisions of Section 136(1) of the Act. Any Member desirous of obtaining above said details may write to the Company or email at info@vijifinance.com

Further, Company did not have any holding or subsidiary company therefore receipt of the commission or remuneration from holding or subsidiary company ofthe company as provided under Section 197(14) of Companies Act, 2013 is not applicable.

23. DISCLOSURE ON ESTABLISHMENT OF A VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism, through a Whistle Blower Policy, where Directors and employees can voice their genuine concerns or grievances about any unethical or unacceptable business practice. A whistle-blowing mechanism not only helps the company in detection of fraud, but is also used as a Corporate Governance tool leading to prevention and deterrence of misconduct.

It provides direct access to the employees of the Company to approach the Compliance Officer or the Chairman of the Audit Committee, where necessary. The Company ensures those genuine Whistle Blowers are accorded complete protection from any kind of unfair treatment or victimization.

The Whistle Blower Policy is disclosed on the website of the Company at

https://www.vijifinance.com/Admin/pdf/Whistle%20Blower.pdf No Person has been denied access to the Audit Committee.

24. SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT Secretarial Auditor

Pursuant to the amended provisions of Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 204 of the Act and the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, the members of the Company at the 31st Annual General Meeting held on 31st December, 2025, approved the appointment of Ramesh Chandra Bagdi & Associates, Practicing Company Secretaries, Indore (Certificate of Practice Number: 2871) as the Secretarial Auditor of your Company for the period of five consecutive financial year starting from 2025-26 to 2029-30.

The Secretarial Auditor has confirmed that they have subjected themselves to Peer Review process by the Institute of Company Secretaries of India (“ICSI”) and hold valid certificate issued by the Peer Review Board of ICSI.

Secretarial Audit Report

As required under provisions of Section 204 of the Act, the Secretarial Audit Report given by the Secretarial Auditor of the Company is annexed as Annexure-C and forms an integral part of this Report. There is no qualification, reservation or adverse remark or disclaimer in Secretarial Audit report except the following with Board Explanation:

25. ANNUAL SECRETARIAL COMPLIANCE REPORT:

The Company has appointed Ramesh Chandra Bagdi & Associates, Practicing Company Secretaries, Indore (Certificate of Practice Number: 2871) to undertake an audit for the financial year 2025-26 for all applicable compliances as per SEBI Regulations and Circulars/Guidelines issued there under. Pursuant to provision of Regulation 24A, the Annual Secretarial Compliance Report has submitted to the stock exchanges within prescribed time.

26. STATUTORYAUDITORS

Dharmendra K Agarwal & Co., Chartered Accountants (FRN: 025525C), were appointed as Statutory Auditors ofyour Company in the 30th Annual General Meeting held on 30th September, 2024, for a term of five consecutive years from the conclusion of 30th Annual General Meeting up to the conclusion of the 35th Annual General Meeting to be held in the calendar year 2029.

EXPLANATION TO AUDITOR’S REMARKS

The Auditors in their report have referred to the notes forming part of the Accounts which are self-explanatory and does not contain any qualification, reservation or adverse remark or disclaimer.

Further, there was no fraud in the Company, which was required to report by Statutory Auditors of the Company under sub-section (12) of section 143 of Companies Act, 2013.

27. COST AUDITOR

The Company does not falls within the provisions of Section 148 of Companies Act, 2018 read with the Companies (Cost Records & Audit) Rules, 2014 as amended from time to time, therefore no such record are required to be maintained.

28. INTERNALAUDITORS

The Company has appointed Mr. Shubham Chopra, Chartered Accountant, as Internal Auditor of the Company and takes his suggestions and recommendations to improve and strengthen the internal control systems. His scope of work includes review of operational efficiency, effectiveness of systems & processes, compliances and assessing the internal control strengths in all areas.

The Audit Committee reviews adequacy and effectiveness of the Company’s internal control environment and monitors the implementation of audit recommendations including those relating to strengthening of the Company’s risk management policies and systems.

29. REPORT ON CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION ANALYSIS:

Your Company has complied with the Corporate Governance requirements under Companies Act, 2013 and as stipulated under the provisions of the SEBI Listing Regulations. A detailed Report on Corporate Governance forms part of this Annual Report. A certificate of Practicing Company Secretary Ramesh Chandra Bagdi & Associates, confirming compliance of the Corporate Governance requirements by the Company is attached to the Report on Corporate Governance.

A detailed analysis of the Company's performance is discussed in the Management Discussion and Analysis Report, which forms part ofthis Annual Report.

30. MD/CFO CERTIFICATION:

The Managing Director & CFO of your Company have issued necessary certificate pursuant to the provisions of Regulation 17(8) ofthe SEBI (LODR) Regulations, 2015 and the same forms part ofthis Annual Report.

31. CODE OF CONDUCT

The Board of Directors has laid down a Code of Conduct (“the Code”) for all Board members and senior management personnel of your Company. This Code has been posted on the Company’s website at the web link: https://www.vijifinance.com/Admin/pdf/Code%20of%20Conduct%20for%20B0D%20&%20KMP_Viji_15.01.2025.pdf

All Board members and senior management personnel have affirmed compliance with this Code. Declaration on adherence to the code of conduct is forming part ofthe Corporate Governance Report.

32. STATEMENT INDICATING DEVELOPMENT & IMPLEMENTATION OF RISK MANAGEMENT POLICY:

Your Company has a well-defined risk management framework in place. The risk management framework works at various levels across the enterprise. The Board of Directors have developed & implemented Risk Management Policy for the Company which

provides for identification, assessment and control of risks which in the opinion of the Board may threaten the existence of the Company. The Management identifies and controls risks through a properly defined framework in terms of the aforesaid policy.

33. MATERIAL CHANGES & COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes or commitments affecting the financial position of the Company have occurred between the end of the financial year to which the financial statements relate and the date of this Board's Report, except as set out below:

Subsequent to the close of the financial year, the Preferential Allotment Committee of the Board of Directors, at its meeting held on June 16, 2026, allotted 8,85,00,000 (Eight Crore Eighty-Five Lakh) Convertible Warrants on a preferential basis to certain NonPromoter Investors at an issue price of Rs. 2.80 per warrant, aggregating to Rs. 24.78 Crores. Each warrant is convertible into or exchangeable for one Equity Share of face value of Re. 1 each of the Company within a period of 18 months from the date of allotment, in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.

At the time of allotment, the Company received an upfront subscription amount equivalent to 25% of the warrant issue price, aggregating to Rs. 6.19 Crores. The balance 75% of the issue price shall be payable by the warrant holders at the time of exercise of the conversion option. The preferential issue was made pursuant to the approval of the Members of the Company obtained at the Extra-Ordinary General Meeting held on April 23,2026, and the in-principle approvals received from the Stock Exchanges.

Further, the Preferential Allotment Committee of the Board of Directors, at its meeting held on June 29, 2026, approved the allotment of 3,04,00,000 (Three Crore Four Lakh) Equity Shares of face value of Re. 1 each pursuant to the conversion of an equivalent number of Convertible Warrants.

Further note that the Preferential Allotment Committee, at its meeting held on July 10, 2026, approved the allotment of 1,86,00,000 (One Crore Eighty-Six Lakhs) equity shares to 3 (Three) warrant holders upon their exercise of conversion rights in respect of

1.86.00. 000 (One Crore Eighty-Six Lakhs) warrants. The said warrant holders remitted the balance 75% of the issue price, aggregating to Rs. 3,90,60,000/- (Rupees Three Crore Ninety Lakhs Sixty Thousand only), in accordance with the terms of issue. Consequent upon the aforesaid allotment of Equity Shares, the issued, subscribed and paid-up equity share capital of the Company increased from Rs. 17,29,00,000 divided into 17,29,00,000 Equity Shares of Re. 1 each to Rs. 19,15,00,000 divided into

19.15.00. 000 fully paid-up Equity Shares ofRe. 1 each.

34. ENVIRONMENT AND SAFETY

The Company is engaged in the industry of providing services and not manufacturing of any goods, hence is a non-pollutant Company, however it has a deep concern for the protection and sustainability of environment owing to which it intends to be actively involved in activities for protection of environment. The Company emphasizes on reducing dependence on paper communications and encourages use of electronic means of communication which serves towards environmental protection and sustainable growth.

35. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company is committed to providing a safe, secure and harassment-free workplace for all its employees. The Company has adopted an Anti-Sexual Harassment Policy in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the financial year 2025-26, the Company had less than ten employees and, accordingly, the constitution of an Internal Committee under the provisions of the Act was not applicable. In the event of any complaint under the Act, the same shall be dealt with by the Local Committee constituted by the appropriate authority in accordance with the provisions of the Act.

The details ofthe complaints filed, disposed and pending during the financial year 2025-26 is given below:

Further regular employee awareness sessions are conducted to generate awareness about the policy, reporting mechanism and prevention of sexual harassment at the workplace.

36. Compliance of Maternity Benefit

The Company has complied with the provisions of Maternity Benefit Act, 1961 during the year under review.

37. LISTING OF SHARES

Company’s shares are listed on National Stock Exchange of India Limited (Symbol: VIJIFIN), BSE Limited (Scrip Code: 537820) and The Calcutta Stock Exchange Limited (Scrip Code: 032181).

38. INSURANCE

The Company’s assets are adequately insured against the loss of fire and other risk, as consider necessary by the Management from time to time.

39. DEPOSITORY SYSTEM

Your Company’s shares are tradable compulsorily in electronic form and your Company has connectivity with both the Depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantage offered by the Depository System, members are requested to avail the facility of Dematerialization ofthe Company’s shares on either ofthe Depositories mentioned as aforesaid.

40. COMPLIANCE OF SECRETARIAL STANDARD

Your Company is in compliance with the applicable Secretarial Standards, issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) ofthe Companies Act, 2013.

41. DESIGNATED PERSON FOR THE PURPOSE OF DECLARATION OF BENEFICIAL INTEREST IN THE SHARES OF THE COMPANY:

Pursuant to provision of Rule 9(4) of Companies (Management and Administration) Rules, 2014 as amended by MCA vide Notification dated 27th October, 2023, every Company required to designate a person who shall be responsible for furnishing, and extending co-operation for providing, information to the Registrar or any other authorized officer with respect to beneficial interest in shares ofthe company.

Accordingly, the Company has appointed Ms. Stuti Sinha (ACS: 42371), Company Secretary of the Company, as Designated Person for the purpose of declaration of beneficial interest in the shares ofthe Company.

42. OTHER DISCLOSURES:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/events on these items during the year under review:-

0 No Significantor material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and the Company’s operation in future.

0 Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which

loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under Section 67(3)(c) ofthe Companies Act, 2013).

0 There has been no change in the nature of business of your company.

0 TheBusiness Responsibility Reporting as required by Regulation 34(2) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, is not applicable to your Company for the financial year ending March 31,2026.

0 Noapplication was made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 during the year in

respect ofyour Company.

0 Therewas no one time settlement of loan obtained from the Banks or Financial Institutions.

0 There was no revision of financial statements and Board's Report of the Company during the year under review.

0 The Company has complied with the provisions of Maternity Benefit Act, 1961 during the year under review.

43. ACKNOWLEDGMENT

The Board of Directors would like to place on record their gratitude for the guidance and co-operation extended by Reserve Bank of India and the other regulatory authorities. The Board takes this opportunity to express their sincere appreciation for the excellent patronage received from the Banks and Financial Institutions and for the continued enthusiasm, total commitment, dedicated efforts of the executives and employees of the Company at all levels. We are also deeply grateful for the continued confidence and faith reposed on us by all the Stakeholders including Shareholders.